RIV Capital Provides Update on Revenue Performance and Synergy Realization Ahead of Anticipated Business Combination

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Oct 24, 2024, 08:30 ET

Significant Year-Over-Year Net Revenue Growth Driven by Robust Retail Performance Following Adult-Use Sales Launch in New York and Strong Bulk Wholesale Performance

Pace of Synergy Realization faster than Expected, Strongly Positioning the Company for its Anticipated Business Combination with Cansortium

TORONTO, Oct. 24, 2024 /PRNewswire/ - RIV Capital Inc. ("RIV Capital" or the "Company") (CSE: RIV) (OTC: CNPOF), an acquisition and investment firm with a focus on building a leading multistate platform, today announced an operational update highlighting the Company's recent achievements ahead of its previously announced business combination with Cansortium Inc. (CSE: TIUM.U) (OTCQB: CNTMF) ("Cansortium"), a vertically integrated, multi-state cannabis company operating under the FLUENT™ brand (the "Business Combination").

Recent Operational Highlights:

Based on preliminary estimates of financial results, year-to-date net revenue, as of October 23, 2024, doubled compared to the same period in the prior calendar year, with substantial growth in the third quarter of 2024 ("Q3 2024") and momentum expected to continue to build in the fourth quarter of 2024.
In step with the Company's record revenues for Q3 2024, several additional milestones were achieved in Q3 2024, including a record number of retail transactions, wholesale retail accounts and bulk buyers. This was supported by the operationalization of two additional co-located adult-use retail dispensaries located in Kingston and Manhattan at the end of the Q3 2024.
Successfully expanded the Company's wholesale business to over 50 customers, enhancing RIV Capital's market reach and further strengthening its relationships within the industry.
Executed a distribution partnership agreement on October 16, 2024 with Siban Holdings, Inc. ("Nabis") to support the expansion of the Company's wholesale division that is anticipated to commence in the fourth quarter of 2024. The partnership is expected to strengthen retailer service levels, increases delivery frequency and expands statewide third-party retailer coverage in New York.
Continued to enhance cultivation practices to support growth, expand the Company's product portfolio, and drive operational efficiencies.
Initial pre-closing cost savings and synergies were realized by the Company at a faster pace than initially anticipated, which better positions the Company for a more efficient integration with Cansortium following the closing of the Business Combination.
Received approval from the New York Control Board on October 10, 2024 for the Business Combination.

"Q3 2024 marked a turning point for RIV Capital and its shareholders as the team translated strategy and execution into a record setting year. We expect the acceleration of our revenue growth to continue in Q4 2024 as we further optimize and unlock the potential of our company owned retail stores while concurrently scaling our wholesale business in-step with the rapid expansion of dispensary licenses issued by the Office of Cannabis Management in New York," said Dave Vautrin, Chief Retail Officer and Interim Chief Executive Officer of RIV Capital. "As a testament to our step change in cultivation output, we have also experienced a material uptick in premium bulk flower sales to leading New York brands. Beyond the Company's retail store progress, expanding our wholesale business and premium bulk demand, outperforming our anticipated timeline for pre-closing synergies positions us for both a record finish to the year on many levels and a substantially more efficient operational integration with Cansortium following the closing of the Business Combination."

All figures with respect to year-to-date net revenue are preliminary and are unaudited and subject to change and adjustment as the Company prepares its consolidated financial statements for the period ended September 30, 2024 and the year ended December 31, 2024. Accordingly, investors are cautioned not to place undue reliance on the foregoing information. The Company does not intend to provide preliminary results in the future. The preliminary results provided in this news release constitute "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and U.S. securities laws, are based on several assumptions and are subject to several risks and uncertainties. Actual results may differ materially. See "Forward-Looking Statements" below.

About RIV Capital
RIV Capital is an acquisition and investment firm with a focus on building a leading multistate platform with one of the strongest portfolios of cannabis brands in key strategic U.S. markets. Backed by in-house expertise and cannabis domain knowledge, RIV Capital aims to grow its own brands and partner with established U.S. cannabis operators and brands to bring them to new markets and build market share. RIV Capital established the foundational building blocks of its active U.S. strategy with its previously announced acquisition of Etain. Through its strategic relationship with The Hawthorne Collective, Inc. ("The Hawthorne Collective"), a subsidiary of The ScottsMiracle-Gro Company ("ScottsMiracle-Gro"), RIV Capital is The Hawthorne Collective's preferred vehicle for cannabis-related investments not under the purview of other ScottsMiracle-Gro subsidiaries.

Forward Looking Statements
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of RIV Capital, its portfolio companies, and Etain with respect to future business activities and operating performance. To the extent any forward-looking information in this news release constitutes "financial outlooks" within the meaning of applicable Canadian securities laws, such information is being provided as preliminary financial and operational results and the reader is cautioned that this information may not be appropriate for any other purpose and the reader should not place undue reliance on such financial outlooks. Often, but not always, forward-looking information can be identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions. Forward-looking statements or information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Cansortium, RIV Capital or their respective subsidiaries to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information contained in this news release. Examples of such statements include, but are not limited to, statements regarding: the Company's net revenue year-to-date and its net revenue in comparison to the prior financial year; the outcome and anticipated benefits of the Business Combination; estimated synergies as a result of the Business Combination; no event will occur that would adversely impact the estimated net revenues of the Company; expectations with respect to the Company's future revenues and its ability to maintain its revenue growth; expectations with respect to the Company's wholesale business expansion and the outcome of the distribution partnership with Nabis; expectations with respect to the potential growth of the Company's wholesale division; the Company having all of the final data to report its Q3 2024 financial results and expectations for other economic, business, and/or competitive factors.

Investors are cautioned that forward-looking information is not based on historical fact but instead reflects management's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although RIV Capital believes that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of RIV Capital, its portfolio companies, and/or Etain.

Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: preliminary financial and operational results are subject to the completion of the Company's financial closing procedures and have not been audited or reviewed by the Company's independent auditor; the ability of the Company and Cansortium to satisfy, in a timely manner, the conditions to the completion of the Business Combination; the prompt and effective integration of Cansortium's and RIV Capital's businesses and the ability to achieve the anticipated synergies contemplated by the Business Combination; a delay in the publication of the Company's Q3 2024 financial results, unanticipated events having an adverse impact on the Company's estimated net revenues; RIV Capital's ability to execute its go-forward strategy; stock market volatility; changes in the business activities, focus and plans of RIV Capital, Etain and RIV Capital's investees and the timing associated therewith; the timing of any changes to federal laws in the U.S. to allow for the general cultivation, distribution, and possession of cannabis; regulatory and licensing risks; changes in cannabis industry growth and trends; changes in general economic, business and political conditions, including changes in the financial markets; the global regulatory landscape and enforcement related to cannabis, including political risks and risks relating to regulatory change; risks relating to anti-money laundering laws; compliance with extensive government regulation, including RIV Capital's interpretation of such regulation; public opinion and perception of the cannabis industry; divestiture risks; and the risk factors set out in RIV Capital's annual information form for the year ended March 31, 2023, annual management's discussion and analysis for the nine-month period ended December 31, 2023, and management information circular dated July 12, 2024 under the heading "Risk Factors", as filed with the Canadian securities regulators and available on RIV Capital's profile on SEDAR+ at www.sedarplus.ca and such other risks contained in the public filings of Cansortium filed with Canadian securities regulators and available under Cansortium's profile on SEDAR+ at www.sedarplus.ca.

Cansortium and RIV Capital, through several of their respective subsidiaries, are directly involved in the manufacture, possession, use, sale, and distribution of cannabis in the adult-use and medical cannabis marketplace in the U.S. Local state laws where Cansortium and RIV Capital operate permit such activities, however, investors should note that there are significant legal restrictions and regulations that govern the cannabis industry in the U.S. Cannabis remains a Schedule I drug under the Controlled Substances Act, making it illegal under federal law in the U.S. to, among other things, cultivate, distribute, or possess cannabis in the U.S. Financial transactions involving proceeds generated by, or intended to promote, cannabis-related business activities in the U.S. may form the basis for prosecution under applicable U.S. federal money laundering legislation.

While the approach to enforcement of such laws by the federal government in the U.S. has trended toward non-enforcement against individuals and businesses that comply with adult-use and medical cannabis programs in states where such programs are legal, strict compliance with state laws with respect to cannabis will neither absolve Cansortium and RIV Capital of liability under U.S. federal law, nor will it provide a defense to any federal proceeding which may be brought against Cansortium or RIV Capital. The enforcement of federal laws in the U.S. is a significant risk to the business of Cansortium and RIV Capital and any proceedings brought against Cansortium or RIV Capital thereunder may adversely affect operations and financial performance.

Should one or more of the foregoing risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, believed, estimated or expected. Although Cansortium and RIV Capital have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. The forward-looking information and statements included in this news release are made as of the date of this news release and Cansortium and RIV Capital do not undertake any obligation to publicly update such forward-looking information to reflect new information, subsequent events or otherwise unless required by applicable securities laws.

SOURCE RIV Capital Inc.